Your Directors are pleased to present the 31st Annual Report and AuditedFinancial Statements of the Company for the Financial Year ended on March 31 2021.
RESULTS OF OPERATIONS CORPORATE OVERVIEW
The Company operates in diversified business segments viz. Home Textiles Yarn Paperand Chemicals. The Company also has a captive power plant to cater the needs of itsvarious business segments.
The financial performance of your Company on standalone basis for the year ended onMarch 31 2021 is summarised below:
| || || ||` million |
|Particulars ||Current Year ||Previous Year ||Growth (%) |
|Total Income ||45353.1 ||47239.5 ||-4.0% |
|Total Expenses ||41167.7 ||43027.4 ||-4.3% |
|EBITDA ||8270.0 ||8653.1 ||-4.4% |
|EBITDA Margin ||18.23% ||18.30% ||-7 bps |
|Depreciation ||3364.6 ||3333.0 ||0.8% |
|EBIT ||4905.4 ||5320.1 ||-8% |
|Interest (Finance Cost) ||720.0 ||1108.0 ||-35.0% |
|Profit before exceptional item and tax ||4185.4 ||4212.1 ||-0.6% |
|Exceptional (Income)/Expense ||(266.1) ||- ||- |
|Profit before tax ||4451.5 ||4212.1 ||5.70% |
|Tax Expenses ||994.1 ||794.1 ||25.2% |
|Profit after tax ||3457.4 ||3418.0 ||1.2% |
|Other Equity ||28069.5 ||24573.0 ||14.2% |
|EPS in Rs (Diluted) face value of Rs 1/- each ||0.68 ||0.67 ||1.5% |
|Dividend ||36% ||36% ||- |
FINANCIAL PERFORMANCE AND REVIEW
The total income of the Company during the year under review has been Rs 45353.1million as against Rs 47239.5 million in the previous financial year. The OperatingProfit (EBITDA) for the year stood at Rs 8270.0 million as compared to Rs 8653.1 millionin the previous financial year a decrease of 4.4 percent. The Company has earned a netprofit of ` 3457.4 million as against Rs 3418.0 million in the previous financial yearregistering an Increase of 1.2 percent. The Company's earnings per share were Rs 0.68during the current year.
On April 05 2021 a major fire broke out in the Cotton warehouse located in themanufacturing facilities at Budhni Madhya Pradesh however the fire has not caused anydisturbance in the day to day operations of the said facilities. The fire has resulted inmajor damage of stocks of cotton lying in the cotton warehouse and its building. The lossof inventory and repair cost of damages to building is adequately covered by Insurance.There has been no loss of life due to fire.
A detailed discussion on financial and operational performance of the Company is givenunder "Management Discussion and Analysis Report" forming part of this AnnualReport.
TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to theGeneral Reserve' and entire amount of profit for the year forms part of theRetained Earnings'.
CHANGES IN SHARE CAPITAL
During the period under review there is no change in share capital of the Company.
DETAILS OF DEBENTURES ISSUED BY THE COMPANY
During the financial year 2020 - 2021 the Company has issued 1250 Senior SecuredRated Listed Redeemable Non-Convertible Debentures (NCDs) of the face value of `1000000/- each aggregating to Rs 1250 million at par on Private Placement basis at therate of 6.83% per annum payable semi-annually from the deemed date of allotment. TheseNCDs are listed on Wholesale Debt Market Segment of BSE Ltd and shall be redeemed at parin four equal installments at the end of 15th 27th 36thand 48th months from the deemed date of allotment. These NCDs shall have assetcover of more than 1.25 times of outstanding amount of NCDs all the times.
India Ratings and Research (Ind-Ra) has assigned a rating of IND AA-' with aPositive Outlook to the said NCDs of the Company which has been upgraded to INDAA/Stable. These NCDs shall be secured by way of first ranking pari-passu charge by way ofmortgage (to be shared between the Debentures Trustee and Existing Lenders) on theimmovable properties first ranking pari-passu charge by way of hypothecation (to beshared between the Debentures Trustee and Existing Lenders) on the movable fixed assetssecond ranking pari-passu charge by way of hypothecation (to be shared between theDebentures Trustee and the Existing Lenders) on the current Assets (excluding the MovableFixed Assets) of the Company. The Company has paid the Interest on these Debentures on May3 2021 and the intimation regarding the same is also available on the website of StockExchanges.
The Company is in compliance with the requirements of SEBI circular dated November 262018 applicable to Large Corporate Borrowers.
DETAILS OF COMMERCIAL PAPER
During the period under review following Commercial Papers have been issued andredeemed by the Company :
|ISIN ||Scrip Code ||Issue Date ||Maturity date ||` (in Millions) |
|INE064C14058 ||718949 ||June 18 2020 ||August 27 2020 ||` 500/- |
|INE064C14066 ||719504 ||September 29 2020 ||November 27 2020 ||` 250/- |
|INE064C14074 ||719817 ||December 2 2020 ||February 2 2021 ||` 500/- |
As on March 31 2021 no commercial Paper was outstanding however the Company hasfurther issued Commercial Papers on April 28 2021 as per the following details:
|ISIN ||Scrip Code ||Issue Date ||Maturity date ||` (in Millions) |
|INE064C14082 ||720622 ||April 28 2021 ||June 28 2021 ||` 500/- |
Your Company has a dividend policy that balances the dual objectives of rewardingshareholders through dividends whilst also ensuring availability of sufficient funds forgrowth of the Company.
The dividend distribution policy of the Company is annexed herewith as Annexure V.
Consistent with this policy the following is the summary of dividend paid/ declared bythe Company:
|Dividend type || |
| ||Dividend % ||Dividend per share ||Dividend (%) ||Dividend per share |
|1st Interim ||- ||- ||9% ||` 0.09 |
|2nd Interim ||- ||- ||9% ||` 0.09 |
|3rd Interim ||- ||- ||18% ||` 0.18 |
|Final ||36% ||` 0.36 ||- ||- |
|Total ||36% ||` 0.36 ||36% ||` 0.36 |
In view of changes made under the Income-Tax Act 1961 as amended by Finance Act 2020dividends paid on distributed profits by the Company shall be taxable in the hands of theshareholders. The Company shall accordingly make the payment of the final dividend afterdeduction of tax at source.
CONTRIBUTION TO THE EXCHEQUER
The Company contributed a sum of Rs 2652.41 million to the exchequer by way of Goodsand Service Tax in addition to other direct taxes during the year under review.
The exports of the Company accounted to 67 percent of revenue from operations. Duringthe year under review export sales marginally increased to Rs 30593.9 million as againstRs 26312 million in the previous year.
The details on Credit Rating are set out in Corporate Governance Report which formspart of this report.
During the year under review the Company has approved Capital Expenditure in ChemicalsSegment for setting up a Detergent Manufacturing unit in Budni Madhya Pradesh with acapacity of 10 Metric Ton per day. The unit shall manufacture fine quality powderedDetergent of A grade Quality. The above project has been proposed to be implemented at anestimated capital outlay of Rs 33 Lakhs.
The required capital investment under this project will be met through an internalaccrual and the proposed project shall help to expand the chemical business of the Companyand shall further increase the market presence in the chemical segment. The commercialproduction is expected to commence in the FY 2021-22.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements prepared by the Company in accordancewith the Indian Accounting Standards [Ind AS] are duly provided in the Annual Report ofthe Company.
SUBSIDIARY AND ASSOCIATE COMPANIES
As on the last day of financial year under review the Company had two subsidiaries -Trident Global Corp Limited the Indian wholly owned subsidiary and Trident EuropeLimited the overseas wholly owned subsidiary.
Trident Global Corp Limited majorly serves as the Retail Arm of the Company. It is theface of the Company in the domestic markets. Further Trident Europe Limited provides theproximity to the European Markets & enhances the Brand Presence of the Company.
The audited accounts of the Subsidiary Companies are available on the official websiteof the Company at https:// www.tridentindia.com/financial-reports
The annual accounts of the Company and of the Subsidiary Companies are open forinspection by any investor at the Registered Office of the Company. The Company will alsomake available copies of these documents to investors upon receipt of request from them.The investors if they desire may write to the Company to obtain a copy of the financialstatements of the Subsidiary Companies.
Further Trident Global Inc. is the foreign Associate Company of Trident Limited. Thestatement containing highlights of performance of each Subsidiary & Associate Companysalient features of their financial statements for the financial year ended on March 312021 and their contribution to the overall performance of the Company is attached asAnnexure AOC-I' and Note 47 to the Consolidated Financial Statements of the Companyfor the reference of the members. The same is not being repeated here for the sake ofbrevity.
During the year under review Lotus Hometextiles Limited ceased to be Associate Companyof Trident Limited w.e.f. October 16 2020.
Pursuant to provisions of Companies Act 2013 (Act') and the Articles ofAssociation of the Company it is proposed to re-appoint Mr Rajinder Gupta (DIN: 00009037)Mr Deepak Nanda (DIN: 00403335) and Ms Pooja Luthra (03413062) as they are liable toretire by rotation and being eligible offer themselves for re-appointment. The Nominationand Remuneration Committee and Board of Directors have recommended their re-appointmentfor the approval of the shareholders of the Company in the forthcoming Annual GeneralMeeting of the Company.
Subsequent to the end of year under review Ms Pallavi Shardul Shroff (DIN: 00013580)Independent Woman and Non-executive Director and Chairperson of the Company resigned fromDirectorship w.e.f. May 15 2021. The Board places on record its appreciation for theservices rendered by Ms Pallavi Shardul Shroff during her respective tenure as Chairpersonand Director of the Company.
The Company has appointed Ms Usha Sangwan (02609263) as Additional Director in thecategory of Independent Woman and Non-executive Director of the Company for a period of 5years w.e.f. May 15 2021. Ms Usha Sangwan (02609263) being Additional Director holdsthe office of Director till the date of forthcoming Annual General Meeting. The Companyhas duly received candidature for her regularization as a Director of the Company in theensuing Annual General Meeting.
Further the appointment of Ms Usha Sangwan as Independent Woman Director of theCompany requires approval of shareholders in the ensuing Annual General Meeting. TheNomination & Remuneration Committee and Board of Directors have recommended theappointment of Ms Usha Sangwan as an Independent Director of the Company. In terms of Rule8(5)(iiia) of the Companies (Accounts) Rules 2014 the Board of Directors of the Companyare of opinion that Ms Usha Sangwan possesses relevant expertise integrity and experiencerequisite to be appointed as an Independent Director.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the Act SEBI(LODR) Regulations 2015 and they are duly registered with the databank of IndependentDirectors as notified by Ministry of Corporate Affairs.
None of the directors are disqualified for being appointed as Director as specified inSection 164(2) of the Act & Rule 14(1) of the Companies (Appointment and Qualificationof Directors) Rules 2014.
NUMBER OF BOARD MEETINGS
During the year under review the Board duly met 6 times. The maximum gap between anytwo consecutive Board meetings does not exceed 120 days. The details of the Board meetingare set out in the Corporate Governance Report which forms part of this Report.
REVIEW OF PERFORMANCE OF THE BOARD
The Company has duly approved Nomination and Remuneration Policy prescribing inter-aliathe criteria for appointment remuneration and performance evaluation of the directors. Asmandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 ofthe SEBI (LODR) Regulations 2015 as applicable on the Company the Independent Directorsin their separate meeting held on January 18 2021 have reviewed the performance ofNon-Independent Directors Chairperson and Board as a whole alongwith review of qualityquantity and timeliness of flow of information between Board and management and expressedtheir satisfaction over the same.
Further the Board in its meeting held on May 15 2021 also reviewed the performance ofthe Board its committees and all Individual Directors of the Company and expressed itssatisfaction over the performance of the Board its Committees and Individual Directors.Furthermore Board is of the opinion that Independent directors of the company are personsof high repute integrity & possess the relevant expertise & experience in theirrespective fields.
CONSERVATION OF ENERGY TECHNOLOGY
ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Energy conservation continues to be an area of major emphasis in your Company. Astatement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with Section 134(3)(m) of the Act read withthe Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure I hereto andforms part of this report.
DISCLOSURE ON ESOP
The Company introduced Employees Stock Options Plan 2007 in the financial year2007-08 after approval by the shareholders by way of a special resolution dated June 292007. The Company has made two grants under the scheme till date. The first grant was madeon July 9 2007 and second grant was made on July 23 2009 by the Nomination andRemuneration Committee (earlier known as Compensation Committee) as per the terms &conditions of Trident Employee Stock Options Plan 2007. The options were granted at thelatest available closing market price prior to the date of meeting. As on March 31 2021there are no options outstanding under these grants.
The Company had also introduced Trident Employee Stock Options Scheme 2009 and TridentEmployee Stock Options Scheme 2015 by way of trust route after the approval ofshareholders in their meeting held on August 27 2009 and September 12 2015respectively. The Company has not yet implemented the said scheme and there has not beenany grant under these both schemes till date.
Further the Board of Directors and the Shareholders of the Company have approved aScheme called as Trident Limited Employee Stock Purchase Scheme 2020'(Scheme') in their meeting held on May 16 2020 and July 9 2020 respectively. Thisscheme is effective from July 9 2020. Pursuant to the Scheme the Company hasconstituted Trident Limited Employees Welfare Trust (Trust') to acquire hold andallocate/transfer equity shares of the Company to eligible employees from time to time onthe terms and conditions specified under the Scheme. However no offer has been made toeligible employees under the Scheme till March 31 2021.
The said trust has acquired Company's equity shares aggregated to 100000000 equityshares from the secondary open market. Since no offer has been made to eligible employeesunder the Scheme till March 31 2021 the disclosure in terms of Section 67 of the Actread with Rule 16 of the Companies (Share Capital and Debentures) Rules 2014 is notapplicable.
The disclosures as required under the SEBI (Share Based Employee Benefits) Regulations2014 has been given on the website of the Company under the following link: https://www.tridentindia.com/statutory-disclosure
NOMINATION AND REMUNERATION POLICY
In compliance with Section 178 of the Companies Act 2013 the Nomination andRemuneration Policy of the Company has been designed to keep pace with the dynamicbusiness environment and market linked positioning. The Policy has been duly approved andadopted by the Board pursuant to recommendations of Nomination and Remuneration Committeeof the Company and is duly available on the website of the Company at following link:https://www.tridentindia.com/code-policies
As mandated by proviso to Section 178(4) of the Companies Act 2013 salient featuresof Nomination and Remuneration Policy are annexed as Annexure II hereto and forms part ofthis report.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The details of familiarization program for independent directors are provided in theCorporate Governance Report of the Company which forms part of this report.
The Company has duly constituted Board level Committees as mandated by the applicablelaws and as per the business requirements. The details of the same are provided in theCorporate Governance Report of the Company which forms part of this report.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has implemented Vigil Mechanism & Whistle Blower policy and theoversight of the same is with Audit committee of the Company. The policy inter-aliaprovides that any Directors Employees Stakeholders who observe any unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethicspolicies improper practices or alleged wrongful conduct in the Company may report thesame to Chairman of the Audit Committee or e-mail on the email-Id:email@example.com. Identity of the Whistle Blower shall be kept confidentialto the greatest extent possible.
The detailed procedure is provided in the policy and the same is available on officialwebsite of the Company at following link: https://www.tridentindia.com/code-policies
During the year under review there were no instances of fraud reported to the AuditCommittee/ Board. Further all recommendations of the Audit Committee were accepted by theBoard.
CORPORATE SOCIAL RESPONSIBILITY 3CSR3 COMMITTEE & BUSINESS RESPONSIBILITY REPORT
CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee) Mr RajinderGupta and Mr Deepak Nanda members of the Committee. The disclosure of the contents of CSRPolicy as prescribed and amount spent on CSR activities during the year under review aredisclosed in Annual Report on CSR activities' annexed hereto as Annexure III andforms part of this report.
The Business Responsibility Report describing the initiatives taken by them from anenvironmental social and governance perspective in the specified format is included inthe Annual Report of the Company.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy with the objective of ensuringsustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decisions on risk related issues. The Risk managementframework has been provided in the Management Discussion and Analysis Report of theCompany.
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed. The details of InternalControl System are provided in the Management Discussion and Analysis Report of theCompany.
During the year under review your Company has neither accepted any fixed deposits norany amount was outstanding as principal or interest as on balance sheet date anddisclosures prescribed in this regard under Companies (Accounts) Rules 2014 are notapplicable.
The Company has not defaulted in payment of interest and/ or repayment of loans to anyof the financial institutions and/ or banks during the year under review.
Your Company is committed to adhere to the best practices & highest standards ofCorporate Governance. It is always ensured that the practices being followed by theCompany are in alignment with its philosophy towards corporate governance. Thewell-defined vision and values of the Company drive it towards meeting business objectiveswhile ensuring ethical conduct with all stakeholders and in all systems and processes.
Your Company proactively works towards strengthening relationship with constituents ofsystem through corporate fairness transparency and accountability. In your Company primeimportance is given to reliable financial information integrity transparency fairnessempowerment and compliance with law in letter & spirit. Your Company proactivelyrevisits its governance principles and practices as to meet the business and regulatoryneeds.
Detailed compliances with the provisions of the SEBI (LODR) Regulations 2015 andCompanies Act 2013 for the year 2020-21 are given in Corporate Governance Report whichis attached and forms part of this report. The certificate of Practising Company Secretaryon compliance with corporate governance norms is also attached thereto.
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
The human resources development function of the Company is guided by a strong set ofvalues and policies. Your Company strives to provide the best work environment with ampleopportunities to grow and explore. Your Company maintains a work environment that is freefrom physical verbal and sexual harassment. The details of initiatives taken by theCompany for development of human resources are given in Management Discussion and AnalysisReport.
The Company maintained healthy cordial and harmonious industrial relations at alllevels during the year under review.
AUDITORS & AUDITORS' REPORT
M/s S.R. Batliboi & Co. LLP Chartered Accountants Statutory Auditors of theCompany have submitted Auditors' Report on the financial statements of the Company for thefinancial year ended on March 31 2021. The Auditors' Report for the year isself-explanatory & does not contain any modified opinion hence need no comments.
The Board of Directors of your Company on the recommendations of the Audit Committeehave reappointed M/s Ramanath Iyer & Co. Cost Accountants New Delhi as cost auditorsfor the financial year 2021-22 to carry out an audit of cost records of the Company inrespect of Textiles Paper and Chemical divisions. The Cost Audit Report for the financialyear ended March 31 2021 is under finalization and shall be filed with the CentralGovernment within the prescribed time limit.
M/s Vinod Kothari & Co. Company Secretaries have submitted Secretarial AuditReport for the financial year 2020-21 and same is annexed as Annexure IV and forms part ofthis report. The Secretarial Audit Report for the year is self-explanatory & does notcontain any qualification/ adverse remarks hence need no comments.
In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at the link: https://www.tridentindia.com/statutory-disclosure
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Particulars of loans investments or guarantees have been disclosed in thefinancial statements and the Company has duly complied with Section 186 of the CompaniesAct 2013 in relation to Loans Investment and Guarantee during the financial year2020-21.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the yearunder review with related parties were in the ordinary course of business and on an arm'slength basis. During the period under review the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the Policy on Materiality of and Dealing with Related PartyTransactions and accordingly the disclosures in Form No. AOC-2 is not applicable. Therelated party disclosures are provided in the notes to financial statements.
The Policy on Materiality of and Dealing with Related Party Transactions as approved bythe Board is available on the official website of the Company at the following link:https://www.tridentindia.com/code-policies
The Company in terms of Regulation 23 of SEBI (LODR) Regulations 2015 the Companysubmits the disclosures of Related Party on consolidated basis within 30 days from thedate of publication of its standalone and consolidated financial results for therespective half year.
The Company has complied with all the applicable secretarial standards issued by theInstitute of Company Secretaries of India.
RESPONSIBILITY STATEMENT OF DIRECTORS
Directors' Responsibility Statement pursuant to the provisions of Section 134(3)(c)read with Section 134(5) of the Act on the annual accounts of the Company for the yearended on March 31 2021 is provided below:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith proper explanation relating to material departures from the same;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at end of the financial year and ofthe profit/loss of the Company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors state that no disclosure or reporting is required with respect to thefollowing items as there were no transactions on these items during the year under review:
1. Material changes and commitments after the closure of the financial year till thedate of this Report which affects the financial position of the Company.
2. Change in the nature of business of the Company.
3. Details relating to deposits covered under Chapter V of the Act.
4. Issue of equity shares with differential rights as to dividend voting or otherwise.
5. Issue of sweat equity shares to its Directors or Employees.
6. Any remuneration or commission received by Managing Director of the Company fromany of its subsidiary.
7. Significant or material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future.
8. No fraud has been reported by the Auditors to the Audit Committee or the Board.
9. No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith theirstatus as at the end of the financial year is not applicable; and
10. The requirement to disclose the details of difference between amount of thevaluation done at the time of onetime settlement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is notapplicable.
It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors acknowledge with sinceregratitude the co-operation and assistance extended by the Central Government Governmentof Punjab Government of Madhya Pradesh Financial Institution(s) Bank(s) CustomersDealers Vendors and society at large.
Your Directors also wish to convey their appreciation for collective contribution &hard work of employees across all levels. The Board also takes this opportunity toexpress its deep gratitude for the continued co-operation and support received from itsvalued shareholders and their confidence in management and look forward to their continuedsupport in future too.
| || ||For and on behalf of the Board |
| ||Rajiv Dewan ||Deepak Nanda |
| ||Chairman ||Managing Director |
|May 15 2021 ||DIN: 00007988 ||DIN: 00403335 |